Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Punter Clive A.

(Last)

(First)

(Middle)

C/O OUTFRONT MEDIA INC.

90 PARK AVENUE, 9TH FLOOR

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OUTFRONT Media Inc. [ OUT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and Chief Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/20/2024		M		17,984	A	$0⁽¹⁾	192,631	D
Common Stock	02/20/2024		M		18,366	A	$0⁽¹⁾	210,997	D
Common Stock	02/20/2024		M		19,987	A	$0⁽¹⁾	230,984	D
Common Stock	02/20/2024		A⁽²⁾		9,460	A	$0⁽²⁾	240,444	D
Common Stock	02/20/2024		F		36,524	D	$12.43⁽³⁾	203,920	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Units	⁽¹⁾	02/20/2024		A		41,834		02/20/2025⁽⁴⁾	⁽⁴⁾	Common Stock	41,834	$0	41,834	D
Restricted Share Units	⁽¹⁾	02/20/2024		A⁽⁵⁾		26,841		02/20/2024⁽⁶⁾	⁽⁶⁾	Common Stock	26,841	$0	53,952	D
Restricted Share Units	⁽¹⁾	02/20/2024		M			17,984	02/20/2024⁽⁶⁾	⁽⁶⁾	Common Stock	17,984	$0	35,968	D
Restricted Share Units	⁽¹⁾	02/20/2024		M			18,366	02/20/2023⁽⁷⁾	⁽⁷⁾	Common Stock	18,366	$0	18,366	D
Restricted Share Units	⁽¹⁾	02/20/2024		M			19,987	02/20/2022⁽⁸⁾	⁽⁸⁾	Common Stock	19,987	$0	0	D

Explanation of Responses:

1. These restricted share units are settled by delivery of a corresponding number of shares of common stock of OUTFRONT Media Inc. (the "Company") upon vesting.

2. Includes shares acquired due to settlement of dividend equivalents into shares of the Company's common stock at vesting.

3. On February 20, 2024, the closing price of the Company's common stock on the New York Stock Exchange was $12.43.

4. These restricted share units vest in three equal annual installments beginning on February 20, 2025.

5. On February 20, 2024, the performance targets associated with these restricted share units were certified as having been achieved.

6. These restricted share units vest in three equal annual installments beginning on February 20, 2024.

7. These restricted share units vest in three equal annual installments beginning on February 20, 2023.

8. These restricted share units vest in three equal annual installments beginning on February 20, 2022.

Remarks:

	/s/ Louis J. Capocasale, Attorney-in-fact for Clive A. Punter	02/22/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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